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FOR IMMEDIATE RELEASE
Contact:
Marvin (Mickey) Goldwasser
Open Solutions Inc.
860.652.3153
mgoldwasser@opensolutions.com
Open Solutions Extends Cash Tender
Offer Through January 23, 2007
Senior Subordinated Convertible
Notes Due 2035
GLASTONBURY, CT, January
22, 2007-- Open Solutions Inc.® (NASDAQ: OPEN) a provider of
integrated enabling technologies for financial institutions in the United
States, Canada and other international markets, today announced that it
has extended the expiration date for its cash tender offer for its Senior
Subordinated Convertible Notes due 2035 (the “Notes”). The
tender offer is being made on the terms and conditions in the Offer to Purchase
dated December 21, 2006, (the “Offer to Purchase”) and
related Letter of Transmittal (“the Letter of Transmittal”).
The extension has been
made in order to allow additional time for the conditions to the tender
offer to be satisfied.
The tender offer will now
expire at 11:00 am New York City time, on January 23, 2007, unless Open
Solutions chooses to again extend or to terminate the tender offer as
provided in the Offer to Purchase.
At 5.00 pm on January 22,
2007, approximately $269,875,000 principal amount at maturity of the
Notes had been validly tendered in connection with the offer. The tender offer
was previously scheduled to expire at 12:00 midnight New York City time,
on January 22, 2007.
Payments of the tender consideration
for Notes validly tendered and not withdrawn prior to the expiration date
and accepted for purchase will be made promptly after the new expiration
date. Open Solutions is making the tender offer in connection with the
proposed merger of Harpoon Merger Corporation, an affiliate of The
Carlyle Group and Providence Equity Partners Inc., with and into Open
Solutions (the “Merger”). The tender offer is conditioned
upon the consummation of the Merger.
Wachovia Securities
is Dealer Manager for the tender offer. Questions regarding the tender
offer may be directed to the Wachovia Securities Liability Management
Group at (866) 309-6316 (toll free). D.F. King & Co., Inc. is acting as the Information Agent and Tender Agent for
the tender offer. Holders of the Notes can obtain more information
regarding the tender offer and receive additional copies of documents
related to the tender offer by contacting D.F. King & Co., Inc. at
(800) 431-9642 (toll free) or (212) 269-5550.
Neither Open
Solutions, the Dealer Manager nor the Information Agent are making any recommendation
as to whether or not Notes should be tendered pursuant to the tender
offer. Holders should determine whether or not to tender their Notes
pursuant to the tender offer based upon, among other things, their own
assessment of the current market value of the Notes, as well as their liquidity
needs and investment objectives.
This news
release is merely a notification of the extension of the tender offer and
is neither an offer to sell nor a solicitation of an offer to buy any
securities. The tender offer is made only through the Offer to Purchase
and related materials. Holders of the Notes should read carefully the
Tender Offer Statement on Schedule TO, the Offer to Purchase, the Letter
of Transmittal and other tender offer documents that Open Solutions has
filed with the U.S. Securities and Exchange Commission (the “SEC”)
and related materials because they contain important information. Open
Solutions has mailed a copy of the Offer to Purchase to each holder of
the Notes. In addition, holders of Notes and investors may obtain a free
copy of the applicable Tender Offer Statement on Schedule TO, the Offer
to Purchase and other documents that Open Solutions has filed with the
SEC relating to the tender offer for the Notes at the SEC Web site at
www.sec.gov. These materials contain important information and holders
of the Notes are urged to read them carefully prior to making any
decision with respect to the tender offer.
Forward-looking
Statements
This news
release contains forward-looking statements which reflect management's
current views of future events and operations, including, but not limited
to, statements pertaining to Open Solutions’ plan to pay the tender
consideration for Notes validly tendered and not withdrawn. These forward-looking
statements involve certain significant risks and uncertainties, and
actual results may differ materially from the forward-looking
statements. Some important factors which may cause actual results to differ
materially from the forward-looking statements include: dependence on the
willingness of the holders of outstanding Notes to tender such Notes to Open
Solutions pursuant to the tender offer; and dependence on Open
Solutions’ ability to conduct and consummate the tender offer as
expected. Other important factors that may cause actual results to
differ materially from the forward-looking statements are discussed in
the "Risk Factors" section and other sections of Open Solutions’
Quarterly Report on Form 10-Q for the three months ended September 30,
2006, which is on file with the U.S. Securities and Exchange Commission.
Open Solutions does not undertake to publicly update or revise any of its
forward-looking statements even if experience or future changes show that
the indicated results or events will not be realized.
About
Open Solutions Inc.
Open
Solutions Inc. offers a fully featured strategic product platform that
integrates core data processing applications built on a single
centralized Oracle® relational database, with Internet banking, cash
management, CRM/business intelligence, financial accounting tools,
imaging, digital documents, Check 21, interactive voice response, network
services, Web hosting and design, and payment and loan origination
solutions. Open Solutions’ full suite of products and services
allows banks, thrifts, credit unions and financial services providers in
the United States and Canada to better compete in today’s
aggressive financial services marketplace, and expand and tap their
trusted financial relationships, client affinity, community presence and
personalized service.
For more
information about Open Solutions visit Open Solutions’ Internet
site at www.opensolutions.com.
Open
Solutions Inc. is a registered trademark of Open Solutions Inc. All other
company and product names may be trademarks of their respective owners.
Copyright 2007 Open Solutions Inc. All rights reserved.
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